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TC Res. No. 1986-30• RESOLUTION 86-30 SERIES OF 1986 A RESOLUTION APPROVING A FINAL SUBDIVISION PLAT AND CONDOMINIUM MAP OF THE FALCON POINTE CONDOMINIUM, LOT 45, BLOCK 2, TOWN OF AVON, EAGLE COUNTY, COLORADO AND FINAL SUBDIVISION PLAT AMENDMENT NO. 4, BENCHMARK AT BEAVER CREEK WHEREAS, A.C.P., Inc., a Colorado Corporation,has submitted a Final Subdivision Plat and Condominium Map of the Falcon Pointe Condominium, Lot 45 and a part of Lot 46, Block'2, Town of Avon, Eagle County, Colorado and Final Subdivision Plat - Amendment No. 4, Benchmark at Beaver Creek; and WHEREAS, the Final Subdivision Plat and Condominium Map of the Falcon Pointe Condominium has been reviewed by the Town Staff-and-,Town Attorney-and was found to"'be substantially in accord with the Preliminary Plat approved by Resolution 86-4, Series bf.1986 and the Subdivision•Regulations of the Town of Avon. NOW" THEREFORt, BE IT RESOLVED, by the Town Council of the Town of Avon, that the Final Subdivision Plat and Condominium Map of the Falcon Pointe, Condominium is hereby approved subject to: 1. The submittal of an executed,agreement, acceptable to the Town Attorney, providing that one specific unit containing at least 1,201 square feet of floor area will not be occupied or offered for sale until at least one residential development right has been transfered to the property in accordance with the Special Review Use provisions as outlined in Chapter 17.20 of the Avon Municipal-Code; and 2. The submittal and Town Attorney approval of, an executed "Agreement Concerning Approval For Timeshare Use and Subdivision Agreement," with an additional provision stating the timeshare use tax requirements to prospective purchasers; and • i 3. Review ~Lnd approval of executed certificates by the Town Attorney prior to recording of final plat. ADOPTED AND DATED THIS 16th DAY OF December , 1986. TOWN COUNCIL TOWN OF AVON, COLORADO A an otting am ayor ATTEST: -2- AGREEMENT CONCERNING APPROVAL FOR TIMESHARE USE AND SUBDIVISION AGREEMENT THIS AGREEMENT is made and entered into this day of December, 1986, by and between A.C.P.,-Inc., a Colorado corporation, having its principal office at 5850 Ulster Circle East, DTC Building 14, Englewood, Colorado 80111 (hereinafter sometimes referred to as "A.C.P.") and THE TOWN OF AVON, COLORADO, (hereinafter sometimes referred to as-"the Town of Avon"). RECITALS WHEREAS, A.C.P. is the owner of the property within the Town of Avon, Colorado more particularly described in Exhibit A attached hereto and incorporated herein by reference (the "Property"); WHEREAS, A.C.P. intends to remodel and renovate the existing thirty-one (31) apartment units constructed on'the Property into not more than sixty (60) apartment units, in one or more phases which A.C.P. intends to market as a timeshare project to be known as the Falcon Pointe Condominium; WHEREAS, The Town Council of the Town of Avon has designated the Property as a Specially Planned Area and as a part of the precise plan for said Specially Planned Area has approved the Falcon Pointe Condominium'Timeshare project pursuant to the provisions of Section 17.20.070, Avon Municipal Code; and WHEREAS, A.C.P. and the Town of Avon have entered into this Subdivision Agreement pursuant to the Section 16.24,.040(F), Avon Municipal.Code. WITNESSETH NOW THEREFORE, in consideration of the mutual promises and covenants of A. C . P. and the Town of Avon, A.C.P. and the Town of Avon hereby agree as follows: 1. Timeshare Subdivision. The Town of Avon, through designation of the Property as a Specifically Planned Area and approval for the precise plan for said Specially Planned Area, has approved a timeshare project subject to Section 16.36, Avon Municipal Code. The provisions of this Subdivision Agreement shall govern and control the sale and use of all timeshare units in the Falcon Pointe Condominium Timeshare project, in addition to the terms and provisions of the Condominium and Time Share Declaration for Falcon Pointe Condominium (the "Declaration"), the 0 i Articles of Incorporation and Bylaws of Falcon Pointe Condominium Association (the "Association"), and the Colorado statutes governing the use and sale of timeshare units. 2. Building Permit. The Town of Avon and A.C.P. acknowlege that A.C.P. has obtained a building permit for remodeling and renovation of the Falcon Pointe Condominium project from the Town of Avon Building Department. 3. Marketing of Timeshare Units. A. "Timeshare Units" shall be defined as that term is used in Section 16.08.230, Avon Municipal Code, and specifically includes the Fractional Estate interests provided for in the Declaration consisting of an undivided interest as tenant-in- common plus the right to use the "Use Weeks" established by the Declaration. B. A.C.P. warrants and represents that all timeshare units will be sold or marketed by A.C.P. or an employed timeshare marketing company in accordance with all rules and regulations of the Colorado Real Estate Commission, and all applicable rules or regulations of real estate commissions having jurisdiction in any state where efforts to sell timeshare units in the Falcon Pointe Condominium occur. All salespersons selling timeshare units in t the Falcon Pointe Condominium in Colorado shall be licensed real estate brokers or salespersons properly licensed in the state of Colorado. All original timeshare sales made within the Town of Avon, Colorado shall be conducted and closed in accordance with the rules and regulations of the Colorado Real Estate Commission and the Town of Avon. 4. Capital Improvements and Capital Improvement Fees. A. A.C.P. and the Town of Avon agreed that a bus shelter is needed for the Town of Avon Bus System at the bus stop located at the intersection of the private road entrance to the Falcon Pointe Condominium and Benchmark Road. The precise location for the bus shelter shall be determined by the Town of Avon. Said bus shelter was designed by the Town of Avon and construction was completed prior to the date of this Agreement. A.C.P. and the Town of Avon acknowledge that A.C.P. has paid Ten Thousand Dollars ($10,000) to the Town of Avon for construction of said Bus Shelter. At or before execution of this Agreement, the Town of Avon shall provide A.C.P. with a written statement setting -2- forth all costs and expenses incurred in construction of the bus shelter, and to the extent the costs and expenses are less than Ten Thousand Dollars ($10,000.00), the difference between the actual costs and expenses and the sum of Ten Thousand Dollars ($10,000.00) shall be refunded by the Town of Avon to A.P.C. B. A.C.P. agrees to pay to the Town of Avon any and all fees which may be due and owing to the Town of Avon pursuant to the terms and provisions of Town of Avon Ordinance No. 85-6. 5. Maintenance of Timeshare Units and Common Area Facilities at Falcon Pointe Condominium. It is the intention of A.C.P, that a timeshare units and t e related general common areas shall be maintained in a first class condition. To assure that this level of maintenance is achieved, A.C.P. agrees that, in addition to the other normal fees and assessments paid by the owner of each timeshare unit in Falcon Pointe Condominium, each timeshare unit owner shall pay a replacement reserve assessment to be held in a special escrow account to be used for the purpose of replacing, as needed, all furniture, furnishings, and equipment in each timeshare unit. - 6. Management of Timeshare Units. The management of the timeshare units shall be the responsibility of the management company employed by the Association. Any management and service fees shall be assessed to the timeshare unit owner with the other normal and regular assessments made to said owner. 7. Town of Avon to be Held Harmless. A.C.P. shall hold the Town of Avon, its officers, employees, and agents harmless from any and all costs, including attorneys' fees, damages, and liabilities which may occur or be claimed to occur by reason of any approval or action by said Town, its officers, employees, and/or agents related to the approval by the Town of Avon of the timeshare subdivision at Falcon Pointe Condominium or approval by said Town of the Final Plat for Falcon Pointe Condominium or any amendments thereto. 8. Compliance with Section 16.36.020, Avon Municipal Code. A.C.P. warrants and represents that all sales of timeshare interest will be made in compliance with the requirements of Section 16.36.020 of the Avon Municipal Code. The Town of Avon acknowledges receipt, review and approval of the Declaration and the Purchase Agreement and Disclosure Statement for Fractional Ownership, The Falcon Pointe Condominium, Avon, Colorado which discloses to Purchasers of timeshare interests all information required by Section 16.36.020 of the Avon Municipal Code. The -3- • information disclosed to prospective purchasers includes but is not limited to the following: A. A first year budget, which budget includes a description of reserves for maintenance and replacement, along with projected common expenses for each timeshare unit; B. A written statement of any and all services which will be provided by A.C.P. either on a one-time or continuing basis; C. A description of any liens or encumbrances which may affect the timeshare unit purchaser receiving a title insurance commitment on his or her unit; D. A statement as to the limitation on warranties affecting.his or her unit; E. A statement that any earnest money deposit made by a prospective purchaser in connection with the purchase of a timeshare unit will be held in a special escrow account until the transaction is closed and shall be returned to the prospective purchaser in the event closing does not occur by the scheduled or extended closing date; F. A statement that there are no restraints on alienation of a timehare unit and that any timeshare unit owner may sell, transfer, or convey his or her timeshare unit in any manner he or she wishes, subject only, of course, to the provisions of local and state laws and the requirements of the Declaration; G. A description of the insurance coverage applicable to the timeshare unit; H. The extent to which any one timeshare unit may be subject to a tax or other lien arising out of claims against or the tax liability of other owners of the same timeshare unit or other units. Presently, all taxes assessed against an individual unit at Falcon Pointe Condominium are to be paid as part of the Association fee. This practice will continue so that taxes are paid as a part of the Association fee collected by the management company and disbursed by the management company or mortgagee to the Treasurer of Eagle County, Colorado, and paid on the basis of one (1) payment for each unit. The tax or assessment for each unit will be assigned to the timeshare unit owners who collectively own any one (1) unit in accordance with the Declaration, and will be paid along with the Assoication fee paid by the timeshare unit owners; -4- • • I. The availability, on a voluntary basis, of a program for the exchange of occupancy rights with owners or other timeshare units. Presently, the Falcon Pointe Condominium is affiliated with Interval International ("II") of Miami, Florida. The utilization by a timeshare unit owner of the exchange opportunity through II shall be strictly on a voluntary basis. A.C.P. has paid any affiliation fee for the purpose of including the timeshare project in the exchange network. Any specific exchange fee is to be paid by the timeshare unit owner. 9. Effect of Timeshare Subdivision on Availabilit of Short-Term Housing in the Town of Avon. Any units at the Falcon Pointe Condominium owned or controlled by A.C.P. may be placed in a rental program until such units are opened for sale to third party purchasers, thus providing the availability for short-term accommodations at the Falcon Pointe Condominium and further providing the Town of Avon with accommodation tax receipts from the rental of such units. For purposes of calculating sales, accommodations, and any other similar taxes which may become due and owing to the Town of Avon, the value (or equivalent rental price) of any and all complimentary nights provided to prospective timeshare purchasers by A.C.P. as part of its timeshare or marketing program shall be the actual costs to A.C.P. of providing such complimentary nights, but an amount not less than $15.00 per night, until such units are opened for sale to third party purchasers. 10. Recording of this Subdivision Agreement. This Subdivision Agreement shall be recorded in the Clerk and Recorder's Office of the County of Eagle, State of Colorado. In the event A.C.P. shall transfer said developer's interest in units at Falcon Pointe Condominium-to any third party or person, the transferee shall assume and be liable for all obligations of the developer. A.C.P. agrees that the terms set forth in this Subdivision Agreement shall be binding upon any contract entered into by A.C.P. with a timeshare developer and that contract shall provide that said developer is to be bound by the terms and conditions of this Subdivision Agreement. Consequently, any transfer of the rights of A.C.P. shall include an assumption by the transf ree of all of the obligations of the developer including the obligations set forth and described in this Agreement; and any such assumption shall be in addition to and shall not relieve A.C.P. from the obligations as set forth in this Subdivision Agreement related to A.C.P. 11. Amendment of Agreement. This Agreement may be amended by the parties hereto only by a written amendment entered into by all parties and/or signatories to this Agreement. -5- 0 0 12. Agreement-May Be Signed in Counterpart. For the purpose of expediting the execution or signing of this Agreement, this Agreement may be signed in Counterpart. 13. Severability Clause. If any article, section, subsection, sentence, clause, or phrase of this Agreement is for any reason held to be illegal or invalid, such illegality or invalidity shall not affect the validity of the remaining portions of this Agreement. 14. Agreement Binding U on Successors-and Assigns. This Agreement shall be binding upon the parties hereto, their successors and assigns, including, but not limited to, the Association and/or management company responsible for operations at the Falcon Pointe Condominium. 15. Compliance with Town Ordinances. This Agreement is subject to A.C.P. complying with all applicable Town ordinances. 16. Notices. Any and all notices which may be required under the terms and provisions of this Agreement shall be in writing and shall be deemed to have been sufficiently given or served when presented personally or when depositedin the United States mail, by registered or certified mail, addressed as follows: To: A.C.P., Inc. 5850 Ulster Circle East DTC Building 14 Englewood, Colorado 80111 To: Town of Avon Avon Municipal Building Post Office Box 975 Avon, Colorado 81620 Such addresses may be changed by notice of the other party given in the same manner as above provided. -6- IN WITNESS WHEREOF, A.C.P. and the Town of Avon have executed this Agreement the year and date first above written. A.C.P., INC., a Colorado corporation ATTEST: Secretary ATTEST: By: TOWN OF AVON, COLORADO By: Allan R. Nottingham, Mayor Secretary STATE OF COLORADO ) )ss: COUNTY OF EAGLE ) The foregoing Subdivision Agreement was acknowledged before me this day of , 1986, by as President of A.C.P., Inc., a Colorado corporation: My commission expires: Witness my hand and official seal. (SEAL) Notary Public -7- 0 0 STATE OF COLORADO ) )ss: COUNTY OF EAGLE ) The foregoing Subdivision Agreement was acknowledged before me this day of , 1986, by Allan R. Nottingham as Mayor of the Town of Avon, Colorado. My commission expires: Witness my hand and official seal. (SEAL) Notary Public -8- • • RESOLUTION NO. 86-31 A RESOLUTION APPROVING AN INDUSTRIAL DEVELOPMENT PROJECT FOR LANDMARK HOTEL CORPORATION, MAKING CERTAIN FINDINGS AND DETERMINATIONS, PRELIMINARILY APPROVING THE ISSUANCE OF UP TO $10,000,000 PRINCIPAL AMOUNT OF INDUSTRIAL DEVELOPMENT REVENUE BONDS ( HOLIDAY INN PROJECT) IN CONNECTION THEREWITH AND AUTHORIZING REPRESENTATIVES OF THE TOWN TO TAKE ACTION INCIDENTAL THERETO. WHEREAS, the Town of Avon, in the State of Colorado (the Town) is authorized by the County and Municipality Development Revenue Bond Act, constituting Title 29, Article 3, Colorado Revised Statutes (the Act), to acquire, own, lease, improve, and dispose of properties to the end that the Town may be able to promote industry and develop trade or other economic activity by inducing profit or nonprofit corporations, federal governmental offices, hospitals, and agricultural, manufacturing, industrial, commercial, or business enterprises to locate, expand, or remain in the State of Colorado, to mitigate the serious threat of extensive unemployment in parts of the State, to secure and maintain a balanced and stable economy in all parts of the State, and to fprther the use of its agricultural products or natural resources; and WHEREAS, representatives of Landmark Hotel Corporation, a Kansas Corporation (the Company), have met with officials of the Town and have advised the Town of the Company's interest and need in obtaining financing for a project consisting of the acquisition, construction and equipping of a hotel consisting of land, building and equipment (the Project) located or to be located in the Town; and WHEREAS, the Town has considered the Company's proposal and has concluded that the economic benefit to the Town will be substantial and it wishes to proceed with the financing of the Project; and WHEREAS, the action herein contemplated is not prohibited by any resolutions, ordinances or rules of the Town; NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO: • 0 Section 1. Approval of the Bonds. In order to induce the Company to complete the Project, the Town, subject to the terms and conditions of the Memorandum of Agreement (attached hereto as Exhibit A and by this reference made a part hereof), shall take all steps necessary or advisable to effect the issuance of industrial development revenue bonds or other obligations in a maximum aggregate principal amount not exceeding $10,000,000 or such lesser amount as shall be mutually agreed upon to the finance the Project. No costs are to be borne by the Town in connection with this transaction. Section 2. Final Authorization of Details. Prior to execution of the necessary financing documents as shall be mutually agreed upon in connection with the Project and such bonds or other obligations, such documents will be subject to authorization by ordinance of the Town pursuant to law and any resolutions and rules of the Town. Section 3. Reimbursement of Expenses. The Company shall reimburse the Town for any expenses borne by the Town in connection with the adoption of this Resolution, the performance by the Town of its obligations hereunder, the issuance of such industrial development revenue bonds, the preparation of any documents relating thereto and any legal or financial consultants retained in connection therewith. Section 4. Findings and Determinations. The Town Council hereby finds and declares that the Project will meet the public purposes set forth in the Act. Section 5. Nature of Obligation. Nothing contained in this Resolution shall constitute the debt or indebtedness of the Town within the meaning of the Constitution or statutes of the State of Colorado, nor give rise to a pecuniary liability of the Town or a charge against its general credit or taxing powers. Section 6. Special Conditions. All commitments of the Town under this Resolution are subject to the following conditions: (1) the Town shall have received all information necessary to satisfy it regarding the desirability of the issuance of the bonds, including but not limited to all information required under Resolution No. 81-8, all pursuant to terms acceptable to the Town; (2) the Town shall have received an unqualified approving legal opinion of bond attorneys acceptable to the Town; and (3) the Project shall comply with all land use regulations prior to the issuance of the bonds. If the events set forth in this section as prerequisites to the issuance of the bonds do not take place, the Company agrees that it will make payment of all expenses incurred • 0 by the Town in association with the proposed bond issue. In no event shall the Town be represented to be responsible for any expenses incurred during any phase of the implementation of the within Resolution or the proposed issuance of the bonds. Section 7. Assignment of Rights. The Company's rights to have the Project financed by the Town may be assigned by the Company with the consent of the Town, which consent shall be based upon the review and acceptance by the Town of financial data on the proposed assignee. Furthermore, the Company may add and/or delete partner(s) with the consent of the Town, which consent shall be based upon the review and acceptance by the Town of financial data and other information supplied by the revised Company group. Section 8. Repealer. All orders, bylaws and resolutions, or parts thereof, in conflict with this Resolution are hereby repealed. This repealer shall not be construed to revive any order, bylaw or resolution, or part thereof, heretofore repealed. Section 9. Severabilit If any section, paragraph, clause or provision of this Reso ution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Resolution. Section 10. No Conflicts of Interest. No member of the Town Council having acted upon this Resolution in his or her official capacity (i) has a direct or indirect interest in the Project, loan agreement, mortgage or bonds, (ii) owns any interest in the Project or the Company, (iii) is an officer or employee of the Company, (iv) will be involved in supervising the completion of the Project on behalf of the Company, or (v) will receive any commission, bonus or renumeration for or in respect to the Project, the loan agreement, the bonds or the mortgage. Section 11. Tax Reform Act of 1984 Allocation. The Tax Reform Act of 1984 requires that the bonds contemplated by this Resolution must have an allocation of the state cap imposed by that Act. Upon receipt of such an allocation, the Town Council shall call a public hearing on the issuance of the bonds and publish notice as required. Section 12. Information Reporting Under Internal Revenue Code. The Town shall do all acts necessary to complete the information reporting requirements required by Section 103 of the Internal Revenue Code of 1954, as amended, and all regulations thereunder. • 0 Section 13. Effective Date. This Resolution shall take effect immediately upon its introduction and passage. It is, however, the desire of the Town that the Company diligently pursue the timely issuance of the bonds; to that end, the Town may reconsider and repeal this Resolution if, upon review, it is determined that the Company is not proceeding in a diligent and timely fashion. INTRODUCED, READ, APPROVED AND ADOPTED upon the affirmative vote of 6 for and 0 against present at a regular meeting of the Town Council held this 9th day of December , 1986 at the Avon Municipal Building, 400 Benchmark Road, Avon, Colorado. Town of Avon State of Colorado Mayor Allah, R. Nottin am ( S E A L ) ATTEST: i" , Deputy Town Cler Barbara R. Josep 0 0 EXHIBIT A MEMORANDUM OF AGREEMENT This Memorandum of Agreement is between the Town of Avon, Colorado, (the Town) and Landmark Hotel Corporation, a Kansas Corporation (the Company). 1. Preliminary Statement. Among the matters of mutual inducement which have resulted in the execution of this Agreement are the following: (a) The Town is a duly organized town in the State of Colorado, a body politic and corporate, authorized and empowered by 29-3-101, et seq., C.R.S. (the Act) to issue industrial development revenue bonds for the purpose of defraying the cost of acquiring, constructing, improving and equipping land, buildings or other improvements and all necessary and appurtenant real and personal properties, whether or not now in existence, suitable for a business enterprise within the Town and to enter into financing arrangements with respect to such facilities, upon such terms and conditions as the Town Council (the Council) deems advisable. (b) In order to promote sound economic growth and employment opportunities for citizens of the State of Colorado, the Company proposes to acquire certain land and to construct and equip a hotel thereon within the Town (the Project), and pursuant to a Loan Agreement between the Town and the Company (the Loan Agreement), the Town will loan the proceeds of its industrial revenue bonds (the Bonds) to the Company for such acquisition and construction and the Company will make loan payments thereunder sufficient to pay the principal of, premium, if any and interest on the Bonds. (c) The Town has indicated its willingness to proceed with the issuance of its bonds as provided by the Act to finance the Project and has advised the Company that, subject to due compliance with all requirements of law and the obtaining of all necessary consents and approvals and to the happening of all acts, conditions and things required precedent to such financing, the Town, pursuant to the Act, will issue the Bonds in a principal amount sufficient to pay the costs of such acquisition and completion of the Project, the funding of any necessary reserves and the expenses of issuance and sale of the Bonds, not to exceed an aggregate principal amount not to exceed $10,000,000. • • (d) The Town considers that financing the Project and entering into the Loan Agreement with the Company with respect to the Project will promote the sound economic growth of the State of Colorado and will meet the public purposes set forth in the Act. 2. Undertakings by the Town. The Town agrees as follows: (a) The Town will issue the Bonds pursuant to the terms of the Act in a principal amount sufficient to finance the Project, the funding of any necessary reserves and the expenses incident to the authorization, sale and issuance of the Bonds, and Bonds shall not be issued in an aggregate principal amount in excess of $10,000,000. (b) The Town will cooperate in obtaining an allocation of the state cap on private activity bonds imposed by the Tax Reform Act of 1984 and thereafter will hold a public hearing and adopt such proceedings and authorize (i) the execution and delivery of such documents as may be reasonably necessary or advisable for the authorization, issuance and sale of the Bonds, (ii) acquisition and completion of the Project, and (iii) the execution of the Loan Agreement with the Company and such other documents relating to the Project and the Bonds as shall be authorized by the Act or other law and as shall be mutually satisifactory to the Town and the Company. (c) The aggregate sums to be paid by the Company under the Loan Agreement shall be sufficient to pay the principal of, redemption premium, if any, and interest on the Bonds as and when they same become due. (d) The Town will take such other acts and adopt such further proceedings as may be reasonably required to implement the aforesaid undertakings and as it may deem appropriate in pursuance thereof. (e) The Bonds shall provide that they shall be payable solely out of the revenues derived from the payments to the Town by the Company pursuant to the provisions of the Loan Agreement, that they shall never constitute the general obligations of the Town within the meaning of any provision or limitation of the Constitution of statutes of the State and that they shall not constitute nor give rise to a pecuniary liability or a charge against the general credit or taxing powers of the Town, the State of Colorado or any political subdivision thereof. • 0 (f) In authorizing the issuance of the Bonds pursuant to this Agreement, the Town will make no warranty, either expressed or implied, that the proceeds of the Bonds will be sufficient to pay all costs of the Project. 3. Undertakings on the Part of the Company. The Company agrees as follows: (a) The Company has or will enter into a contract or contracts for the acquisition of the land and the construction and completion of the Project. (b) Prior to the delivery of the Bonds, the Company will enter into the Loan Agreement with the Town under the terms of which the Company will obligate itself to complete the acquisition and completion of the Project and, to the extent not payable out of proceeds of the Bonds, to pay to the Town sums sufficient in the aggregate to pay or reimburse the Town for expenses incurred by it in connection with the authorization, issuance and sale of the Bonds and to make loan payments sufficient to pay the principal of, premium, if any, and interest on the Bonds as and when the same shall become due and payable, all fees and expenses of any trustee for the benefit of the owners of the Bonds incurred under any trust indenture, all utility charges, taxes, assessments, casualty and liability insurance premiums, and any other expenses or charges relating to the ownership, use, operation, maintenance, occupancy and upkeep of the Project, such Loan Agreement to contain such other provisions as may be required by law and as shall be mutually acceptable to the Town and Company. (c) The Company will deposit with the Town on the date of the signing of this Agreement FIFTEEN THOUSAND DOLLARS ($15,000.00) as good faith deposit on which the Town may draw to pay any expenses it incurs with respect to the authorization issuance or sale of the Bonds. In the event such deposit, or future deposits, becomes exhausted, the Company shall deposit an additional FIVE THOUSAND DOLLARS ($5,000.00) at the Town's request. (d) The Company will take such further action and adopt such further proceedings as may be required to implement its aforesaid undertakings or as it may deem appropriate in pursuance thereof. • 0 (e) The Town and Company mutually agree that the Company shall find a purchaser or underwriter of the Bonds; provided, that the Town shall not incur any liability for the payment of the fees and expenses of any legal advisor, fiscal advisor or underwriter except that the same may be paid out of the proceeds of the sale of the Bonds. IN WITNESS WHEREOF, the parties have entered into this Agreement by their duly authorized officers on this 9th day of December , 1986. ATTEST: TOWN OF AVON, COLORADO ( S E A L ) C Deputy Town Cle Mayor Al an R. No ingham Barbara R. Joseph ATTEST: ( S E A L ) Secretary President 036/32 Dennis D. Cole* Stephen C. Sutton James R. Wear" Brett'Steven Heckman -ALSO ADMITTED TO PRACTICE IN INDIANA -ALSO ADMITTED TO PRACTICE IN NORTH CAROLINA December 8, 1986 Cole,' Sutton & Wear A PROFESSIONAL CORPORATION ATTORNEYS AND COUNSELORS AT LAW 100 WEST BEAVER CREEK BLVD. SUITE 209 POST OFFICE BOX 1633 AVON. COLORADO 81620 (303) 949-5461 Avon Town Council Post Office Box 975 Avon, Colorado 81620 AFFILIATED OFFICES: IN GREENWICH. CONNECTICUT Sutton & Sutton 87 GREENWICH AVENUE GREENWICH. CONNECTICUT 06830 (203)661-5202 IN LOUISVILLE. KENTUCKY Hebei, Smith & Hornung; P.S.C. 816 MEMINGER TOWER LOUISVILLE. KENTUCKY 40202 (502) 583.3891 RE: Landmark Hotel Corporation Bond Resolution Dear Sirs and Madams: Enclosed for your consideration is a proposed Resolution for a $10,000,000.00 bond issuance in order-to help_.f_inance the-proposed Holiday Inn in Avon. This Resolution, needs your attention in your meeting on-December 9, 1986. If passed, we are asking that the first reading take place by a special meeting of the Town Council on December'16, 1986, and the second reading take place by special meeting:of.the-Town Council on the 23rd of December, 1986. We propose to-close this transaction-on December 31, 1986, subject to a.thirty (30) day referendum period. If.I can be of further assistance to you in this matter, please contact me. Very Truly Yours, Cole & Wear, P. . emes R. Wea r neys for Landmark Hotel Corporation JRW/vk enc, cc: file 0 3 --13